CONSOLIDATION | 16. CONSOLIDATION Investments in Consolidated Variable Interest Entities The Company consolidates entities in which the Company has a variable interest and as the general partner or investment manager, has both the power to direct the most significant activities and a potentially significant economic interest. Investments in the consolidated VIEs are reported at fair value and represent the Company’s maximum exposure to loss. Investments in Non-Consolidated Variable Interest Entities The Company holds interests in certain VIEs that are not consolidated as the Company is not the primary beneficiary. The Company's interest in such entities generally is in the form of direct equity interests, fixed fee arrangements or both. The maximum exposure to loss represents the potential loss of assets by the Company relating to these non-consolidated entities. Investments in the non-consolidated VIEs are carried at fair value. The Company's interests in consolidated and non-consolidated VIEs, as presented in the Condensed Consolidated Statements of Financial Condition, and its respective maximum exposure to loss relating to non-consolidated VIEs are as follows: As of September 30, As of December 31, 2022 2021 Maximum exposure to loss attributable to the Company's investment in non-consolidated VIEs (1) $ 377,935 $ 353,768 Maximum exposure to loss attributable to the Company's investment in consolidated VIEs (1) 533,941 583,192 Assets of consolidated VIEs 12,501,069 13,197,321 Liabilities of consolidated VIEs 11,173,216 12,018,655 (1) As of September 30, 2022 and December 31, 2021, the Company's maximum exposure of loss for CLO securities was equal to the cumulative fair value of our capital interest in CLOs that are managed and totaled $82.2 million and $103.8 million, respectively. Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Net income attributable to non-controlling interests related to consolidated VIEs $ 8,733 $ 38,597 $ 28,470 $ 84,285 Consolidating Schedules The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Company's financial condition, results from operations and cash flows: As of September 30, 2022 Consolidated Consolidated Eliminations Consolidated Assets Cash and cash equivalents $ 361,500 $ — $ — $ 361,500 Investments (includes $3,290,381 of accrued carried interest) 4,638,092 — (525,699) 4,112,393 Due from affiliates 744,981 — (183,478) 561,503 Other assets 275,189 — — 275,189 Right-of-use operating lease assets 159,686 — — 159,686 Intangible assets, net 1,238,108 — — 1,238,108 Goodwill 996,740 — — 996,740 Assets of Consolidated Funds Cash and cash equivalents — 683,976 — 683,976 U.S. Treasury securities, at fair value — 1,005,094 — 1,005,094 Investments, at fair value — 11,564,696 4,495 11,569,191 Due from affiliates — 17,537 (9,801) 7,736 Receivable for securities sold — 189,823 — 189,823 Other assets — 45,387 — 45,387 Total assets $ 8,414,296 $ 13,506,513 $ (714,483) $ 21,206,326 Liabilities Accounts payable, accrued expenses and other liabilities $ 314,932 $ — $ (9,801) $ 305,131 Accrued compensation 595,330 — — 595,330 Due to affiliates 122,307 — — 122,307 Performance related compensation payable 2,402,019 — — 2,402,019 Debt obligations 2,018,462 — — 2,018,462 Operating lease liabilities 193,180 — — 193,180 Liabilities of Consolidated Funds Accounts payable, accrued expenses and other liabilities — 123,527 (1,533) 121,994 Due to affiliates — 178,983 (178,983) — Payable for securities purchased — 419,726 — 419,726 CLO loan obligations, at fair value — 10,343,840 (29,959) 10,313,881 Fund borrowings — 149,546 — 149,546 Total liabilities 5,646,230 11,215,622 (220,276) 16,641,576 Commitments and contingencies Redeemable interest in Consolidated Funds — 1,004,994 — 1,004,994 Redeemable interest in Ares Operating Group entities 92,108 — — 92,108 Non-controlling interest in Consolidated Funds — 1,285,897 (451,187) 834,710 Non-controlling interest in Ares Operating Group entities 1,138,659 — (17,382) 1,121,277 Stockholders' Equity Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (172,402,437 shares issued and outstanding) 1,724 — — 1,724 Non-voting common stock, $0.01 par value, 500,000,000 shares authorized (3,489,911 shares issued and outstanding) 35 — — 35 Class B common stock, $0.01 par value, 1,000 shares authorized (1,000 shares issued and outstanding) — — — — Class C common stock, $0.01 par value, 499,999,000 shares authorized (118,275,157 shares issued and outstanding) 1,183 — — 1,183 Additional paid-in-capital 1,937,374 — (25,638) 1,911,736 Accumulated deficit (374,198) — — (374,198) Accumulated other comprehensive loss, net of tax (28,819) — — (28,819) Total stockholders' equity 1,537,299 — (25,638) 1,511,661 Total equity 2,675,958 1,285,897 (494,207) 3,467,648 Total liabilities, redeemable interest, non-controlling interests and equity $ 8,414,296 $ 13,506,513 $ (714,483) $ 21,206,326 As of December 31, 2021 Consolidated Consolidated Eliminations Consolidated Assets Cash and cash equivalents $ 343,655 $ — $ — $ 343,655 Investments (includes $2,998,421 of accrued carried interest) 4,271,836 — (587,572) 3,684,264 Due from affiliates 696,963 — (26,580) 670,383 Other assets 338,685 — (3,930) 334,755 Right-of-use operating lease assets 167,652 — — 167,652 Intangible assets, net 1,422,818 — — 1,422,818 Goodwill 787,972 — — 787,972 Assets of Consolidated Funds Cash and cash equivalents — 1,049,191 — 1,049,191 U.S. Treasury securities, at fair value — 1,000,285 — 1,000,285 Investments, at fair value — 11,812,093 4,300 11,816,393 Due from affiliates — 16,761 (9,527) 7,234 Receivable for securities sold — 281,132 — 281,132 Other assets — 39,430 — 39,430 Total assets $ 8,029,581 $ 14,198,892 $ (623,309) $ 21,605,164 Liabilities Accounts payable, accrued expenses and other liabilities $ 289,200 $ — $ (9,527) $ 279,673 Accrued compensation 310,222 — — 310,222 Due to affiliates 198,553 — — 198,553 Performance related compensation payable 2,190,352 — — 2,190,352 Debt obligations 1,503,709 — — 1,503,709 Operating lease liabilities 205,075 — — 205,075 Liabilities of Consolidated Funds Accounts payable, accrued expenses and other liabilities — 117,139 (13,881) 103,258 Due to affiliates — 26,210 (26,210) — Payable for securities purchased — 1,118,456 — 1,118,456 CLO loan obligations, at fair value — 10,698,681 (41,020) 10,657,661 Fund borrowings — 127,771 — 127,771 Total liabilities 4,697,111 12,088,257 (90,638) 16,694,730 Commitments and contingencies Redeemable interest in Consolidated Funds — 1,000,000 — 1,000,000 Redeemable interest in Ares Operating Group entities 96,008 — — 96,008 Non-controlling interest in Consolidated Funds — 1,110,635 (519,183) 591,452 Non-controlling interest in Ares Operating Group entities 1,403,255 — (5,508) 1,397,747 Stockholders' Equity Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (168,351,305 shares issued and outstanding) 1,684 — — 1,684 Non-voting common stock, $0.01 par value, 500,000,000 shares authorized (3,489,911 shares issued and outstanding) 35 — — 35 Class B common stock, $0.01 par value, 1,000 shares authorized (1,000 shares issued and outstanding) — — — — Class C common stock, $0.01 par value, 499,999,000 shares authorized (118,609,332 shares issued and outstanding) 1,186 — — 1,186 Additional paid-in-capital 1,921,539 — (7,980) 1,913,559 Accumulated deficit (89,382) — — (89,382) Accumulated other comprehensive loss, net of tax (1,855) — — (1,855) Total stockholders' equity 1,833,207 — (7,980) 1,825,227 Total equity 3,236,462 1,110,635 (532,671) 3,814,426 Total liabilities, redeemable interest, non-controlling interests and equity $ 8,029,581 $ 14,198,892 $ (623,309) $ 21,605,164 Three months ended September 30, 2022 Consolidated Consolidated Eliminations Consolidated Revenues Management fees $ 560,140 $ — $ (11,682) $ 548,458 Carried interest allocation 192,186 — — 192,186 Incentive fees 8,882 — — 8,882 Principal investment income 9,438 — 2,144 11,582 Administrative, transaction and other fees 44,128 — (3,946) 40,182 Total revenues 814,774 — (13,484) 801,290 Expenses Compensation and benefits 425,419 — — 425,419 Performance related compensation 142,934 — — 142,934 General, administrative and other expense 319,366 — (14) 319,352 Expenses of the Consolidated Funds — 22,129 (11,732) 10,397 Total expenses 887,719 22,129 (11,746) 898,102 Other income (expense) Net realized and unrealized gains on investments 5,433 — (1,002) 4,431 Interest and dividend income 5,820 — (3,734) 2,086 Interest expense (18,307) — — (18,307) Other income, net 3,132 — (531) 2,601 Net realized and unrealized losses on investments of the Consolidated Funds — (3,760) 3,730 (30) Interest and other income of the Consolidated Funds — 157,884 531 158,415 Interest expense of the Consolidated Funds — (115,690) 2,928 (112,762) Total other income (expense), net (3,922) 38,434 1,922 36,434 Income (loss) before taxes (76,867) 16,305 184 (60,378) Income tax expense (benefit) (11,748) 149 — (11,599) Net income (loss) (65,119) 16,156 184 (48,779) Less: Net income attributable to non-controlling interests in Consolidated Funds — 16,156 184 16,340 Net loss attributable to Ares Operating Group entities (65,119) — — (65,119) Less: Net income attributable to redeemable interest in Ares Operating Group entities 93 — — 93 Less: Net loss attributable to non-controlling interests in Ares Operating Group entities (29,666) — — (29,666) Net loss attributable to Ares Management Corporation Class A and non-voting common stockholders $ (35,546) $ — $ — $ (35,546) Three months ended September 30, 2021 Consolidated Consolidated Eliminations Consolidated Revenues Management fees $ 459,313 $ — $ (11,051) $ 448,262 Carried interest allocation 460,651 — — 460,651 Incentive fees 696 — — 696 Principal investment income 20,719 — (6,469) 14,250 Administrative, transaction and other fees 29,124 — (4,264) 24,860 Total revenues 970,503 — (21,784) 948,719 Expenses Compensation and benefits 335,569 — — 335,569 Performance related compensation 331,141 — — 331,141 General, administrative and other expense 134,453 — — 134,453 Expenses of the Consolidated Funds — 23,206 (11,102) 12,104 Total expenses 801,163 23,206 (11,102) 813,267 Other income (expense) Net realized and unrealized gains on investments 2,759 — 5,575 8,334 Interest and dividend income 2,702 — (1,326) 1,376 Interest expense (11,523) — — (11,523) Other income, net 36,338 — 316 36,654 Net realized and unrealized gains on investments of the Consolidated Funds — 36,695 (2,450) 34,245 Interest and other income of the Consolidated Funds — 104,344 (316) 104,028 Interest expense of the Consolidated Funds — (64,752) 3,174 (61,578) Total other income, net 30,276 76,287 4,973 111,536 Income before taxes 199,616 53,081 (5,709) 246,988 Income tax expense 30,273 2 — 30,275 Net income 169,343 53,079 (5,709) 216,713 Less: Net income attributable to non-controlling interests in Consolidated Funds — 53,079 (5,709) 47,370 Net income attributable to Ares Operating Group entities 169,343 — — 169,343 Less: Net income attributable to redeemable interest in Ares Operating Group entities 324 — — 324 Less: Net income attributable to non-controlling interests in Ares Operating Group entities 84,293 — — 84,293 Net income attributable to Ares Management Corporation Class A common stockholders $ 84,726 $ — $ — $ 84,726 Nine months ended September 30, 2022 Consolidated Consolidated Eliminations Consolidated Revenues Management fees $ 1,580,873 $ — $ (34,523) $ 1,546,350 Carried interest allocation 417,779 — — 417,779 Incentive fees 30,013 — (34) 29,979 Principal investment income 37,421 — (21,900) 15,521 Administrative, transaction and other fees 121,120 — (13,030) 108,090 Total revenues 2,187,206 — (69,487) 2,117,719 Expenses Compensation and benefits 1,155,031 — — 1,155,031 Performance related compensation 316,818 — — 316,818 General, administrative and other expense 562,682 — (241) 562,441 Expenses of the Consolidated Funds — 63,071 (34,707) 28,364 Total expenses 2,034,531 63,071 (34,948) 2,062,654 Other income (expense) Net realized and unrealized gains (losses) on investments (9,926) — 20,691 10,765 Interest and dividend income 17,605 — (12,541) 5,064 Interest expense (51,174) — — (51,174) Other income, net 9,920 — 274 10,194 Net realized and unrealized gains on investments of the Consolidated Funds — 12,445 (4,414) 8,031 Interest and other income of the Consolidated Funds — 396,354 (274) 396,080 Interest expense of the Consolidated Funds — (275,947) 9,919 (266,028) Total other income (expense) (33,575) 132,852 13,655 112,932 Income before taxes 119,100 69,781 (20,884) 167,997 Income tax expense 22,075 197 — 22,272 Net income 97,025 69,584 (20,884) 145,725 Less: Net income attributable to non-controlling interests in Consolidated Funds — 69,584 (20,884) 48,700 Net income attributable to Ares Operating Group entities 97,025 — — 97,025 Less: Net income attributable to redeemable interest in Ares Operating Group entities 35 — — 35 Less: Net income attributable to non-controlling interests in Ares Operating Group entities 46,942 — — 46,942 Net income attributable to Ares Management Corporation Class A and non-voting common stockholders $ 50,048 $ — $ — $ 50,048 Nine months ended September 30, 2021 Consolidated Consolidated Eliminations Consolidated Revenues Management fees $ 1,169,237 $ — $ (33,416) $ 1,135,821 Carried interest allocation 1,610,707 — — 1,610,707 Incentive fees 20,948 — (1,528) 19,420 Principal investment income 96,448 — (9,971) 86,477 Administrative, transaction and other fees 62,658 — (13,157) 49,501 Total revenues 2,959,998 — (58,072) 2,901,926 Expenses Compensation and benefits 837,108 — — 837,108 Performance related compensation 1,208,954 — — 1,208,954 General, administrative and other expense 285,471 — — 285,471 Expenses of the Consolidated Funds — 66,653 (35,078) 31,575 Total expenses 2,331,533 66,653 (35,078) 2,363,108 Other income (expense) Net realized and unrealized gains on investments 10,602 — 8,142 18,744 Interest and dividend income 9,695 — (2,877) 6,818 Interest expense (25,125) — — (25,125) Other income, net 30,861 — (175) 30,686 Net realized and unrealized gains on investments of the Consolidated Funds — 46,541 (1,821) 44,720 Interest and other income of the Consolidated Funds — 333,570 175 333,745 Interest expense of the Consolidated Funds — (201,916) 10,339 (191,577) Total other income 26,033 178,195 13,783 218,011 Income before taxes 654,498 111,542 (9,211) 756,829 Income tax expense 104,411 76 — 104,487 Net income 550,087 111,466 (9,211) 652,342 Less: Net income attributable to non-controlling interests in Consolidated Funds — 111,466 (9,211) 102,255 Net income attributable to Ares Operating Group entities 550,087 — — 550,087 Less: Net income attributable to redeemable interest in Ares Operating Group entities 693 — — 693 Less: Net income attributable to non-controlling interests in Ares Operating Group entities 264,646 — — 264,646 Net income attributable to Ares Management Corporation 284,748 — — 284,748 Less: Series A Preferred Stock dividends paid 10,850 — — 10,850 Less: Series A Preferred Stock redemption premium 11,239 — — 11,239 Net income attributable to Ares Management Corporation Class A common stockholders $ 262,659 $ — $ — $ 262,659 Nine months ended September 30, 2022 Consolidated Consolidated Eliminations Consolidated Cash flows from operating activities: Net income $ 97,025 $ 69,584 $ (20,884) $ 145,725 Adjustments to reconcile net income to net cash provided by operating activities 382,823 — (61,873) 320,950 Adjustments to reconcile net income to net cash used in operating activities allocable to non-controlling interests in Consolidated Funds — (1,132,839) 4,414 (1,128,425) Cash flows due to changes in operating assets and liabilities 160,957 — 152,692 313,649 Cash flows due to changes in operating assets and liabilities allocable to redeemable and non-controlling interest in Consolidated Funds — (427,022) 231,518 (195,504) Net cash provided by (used in) operating activities 640,805 (1,490,277) 305,867 (543,605) Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements, net of disposals (28,388) — — (28,388) Acquisitions, net of cash acquired (301,658) — — (301,658) Net cash used in investing activities (330,046) — — (330,046) Cash flows from financing activities: Proceeds from Credit Facility 940,000 — — 940,000 Proceeds from senior notes 488,915 — — 488,915 Repayments of Credit Facility (910,000) — — (910,000) Dividends and distributions (608,220) — — (608,220) Stock option exercises 14,531 — — 14,531 Taxes paid related to net share settlement of equity awards (194,223) — — (194,223) Other financing activities 2,457 — — 2,457 Allocable to redeemable and non-controlling interests in Consolidated Funds: Contributions from redeemable and non-controlling interests in Consolidated Funds — 362,752 (64,106) 298,646 Distributions to non-controlling interests in Consolidated Funds — (227,886) 123,454 (104,432) Borrowings under loan obligations by Consolidated Funds — 1,120,680 — 1,120,680 Repayments under loan obligations by Consolidated Funds — (121,273) — (121,273) Net cash provided by (used in) financing activities (266,540) 1,134,273 59,348 927,081 Effect of exchange rate changes (26,374) (9,211) — (35,585) Net change in cash and cash equivalents 17,845 (365,215) 365,215 17,845 Cash and cash equivalents, beginning of period 343,655 1,049,191 (1,049,191) 343,655 Cash and cash equivalents, end of period $ 361,500 $ 683,976 $ (683,976) $ 361,500 Supplemental disclosure of non-cash financing activities: Issuance of Class A common stock in connection with acquisitions $ 12,835 $ — $ — $ 12,835 Nine months ended September 30, 2021 Consolidated Consolidated Eliminations Consolidated Cash flows from operating activities: Net income $ 550,087 $ 111,466 $ (9,211) $ 652,342 Adjustments to reconcile net income to net cash provided by (used in) operating activities (28,467) — 99,600 71,133 Adjustments to reconcile net income to net cash used in operating activities allocable to non-controlling interests in Consolidated Funds — (1,697,529) 9,444 (1,688,085) Cash flows due to changes in operating assets and liabilities (153,361) — 3,923 (149,438) Cash flows due to changes in operating assets and liabilities allocable to non-controlling interest in Consolidated Funds — 343,253 (1,072,956) (729,703) Net cash provided by (used in) operating activities 368,259 (1,242,810) (969,200) (1,843,751) Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements, net of disposals (15,152) — — (15,152) Acquisitions, net of cash acquired (1,057,426) — — (1,057,426) Net cash used in investing activities (1,072,578) — — (1,072,578) Cash flows from financing activities: Net proceeds from issuance of Class A and non-voting common stock 827,430 — — 827,430 Proceeds from Credit Facility 468,000 — — 468,000 Proceeds from subordinated notes 450,000 — — 450,000 Repayments of Credit Facility (318,000) — — (318,000) Dividends and distributions (438,568) — — (438,568) Series A Preferred Stock dividends (10,850) — — (10,850) Redemption of Series A Preferred Stock (310,000) — — (310,000) Stock option exercises 27,409 — — 27,409 Taxes paid related to net share settlement of equity awards (221,287) — — (221,287) Other financing activities 1,976 — — 1,976 Allocable to non-controlling interests in Consolidated Funds: Contributions from non-controlling interests in Consolidated Funds — 1,027,454 (107,788) 919,666 Distributions to non-controlling interests in Consolidated Funds — (102,701) 17,931 (84,770) Borrowings under loan obligations by Consolidated Funds — 1,456,887 — 1,456,887 Repayments under loan obligations by Consolidated Funds — (74,909) — (74,909) Net cash provided by financing activities 476,110 2,306,731 (89,857) 2,692,984 Effect of exchange rate changes (15,899) (4,864) — (20,763) Net change in cash and cash equivalents (244,108) 1,059,057 (1,059,057) (244,108) Cash and cash equivalents, beginning of period 539,812 522,377 (522,377) 539,812 Cash and cash equivalents, end of period $ 295,704 $ 1,581,434 $ (1,581,434) $ 295,704 Supplemental disclosure of non-cash financing activities Issuance of AOG Units in connection with acquisitions $ 511,069 $ — $ — $ 511,069 |